Common use of Confidentiality and Trade Secrets Clause in Contracts

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to the Company all company price lists, pricing information, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging to, used by, or developed by or for the benefit of the Company (together with all such Company price lists, pricing information, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging to, used by, or developed by or for the benefit of the Company, collectively "Trade Secrets"). All such Trade Secrets shall be kept strictly confidential by Executive and Executive shall not divulge or communicate to any other person or entity, during the term of his employment hereunder or at any time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. At the Company's request, Executive agrees to assist the Company, in every proper way to obtain, for its or their own benefit, patents and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Executive for the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA.

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to Employee agrees that the Company all company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, pricing memoranda, notes, proprietary information, customer listsbusiness information, customer names, financial informationtechnical data, trade secrets, confidential trade knowledge, know-how, unprinted or printed dataways of doing business, and other related intangible property obtained or developed during or prior to the term of this Agreementresearch, belonging torequirements, used by, or developed by or for the benefit of the Company (together with all such Company price supplier lists, pricing information, customer lists, customer namesprospect lists, financial markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secretssecret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential trade knowledgeinformation would also include, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging but not be limited to, used byany materials, information or developed documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), collectively "Trade Secrets")or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. All such Trade Secrets Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be kept strictly confidential the Company’s exclusive property and shall be delivered by Executive and Executive shall not divulge Employee to the Company upon expiration or communicate to any other person or entity, during the term termination of his employment hereunder this Agreement or at any other time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent upon request of the Company. At The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company's request’s business. Employee agrees that in the event of a breach of this Section of the Agreement, Executive agrees to assist the CompanyCompany shall, in every proper way addition to obtaininjunctive relief, for its or their own benefit, patents and registered copyrights be entitled to seek to recover the greater of either: (where applicable1) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents amount of damages awarded to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except a civil action for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or developmentdamages arising from said breach, or (ii2) result from any work performed by liquidated damages in the Executive for amount equal to Employee’s base salary. The Company agrees the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIAhas no proprietary interest in the following information: A. All knowledge that Employee demonstrably possessed before Jan 1, 2005; B. Information within the public domain which was released to the public domain by a person who had the right to make such disclosure without breaching an obligation of confidence.

Confidentiality and Trade Secrets. Executive hereby assigns Employee acknowledges and --------------------------------- transfers to agrees that, in prior meetings with other employees, representatives, officers and directors of the Company all company price listsCompany, pricing informationEmployee will, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreementemployment, belonging have access to, used bybecome acquainted with, and/or develop or invent various Trade Secrets and proprietary information consisting of and including, without limitation, formulas, processes, plans, charts, concepts, procedures, compilations, lists of data and information, records, specifications, documents, contracts, reports, forms, manuals, names, addresses, and telephone numbers and other information of customers, lenders, investors, or developed identified prospective customers, lenders, or investors (all of the foregoing sometimes collectively referred to as "Trade Secrets") which are owned or have been or subsequently are developed, compiled, organized or invented by the Company, the Employee, or the Company's other employees. Employee, for the benefit of the Company (together with all such Company price listsand as a condition of this Agreement, pricing informationexpressly agrees that Employee shall not disclose any of the Trade Secrets, customer listsdirectly or indirectly; use them in any way; or claim proprietary ownership interest therein, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed either during or prior to after the term of this Agreement, belonging to, used by, Agreement except as required in the performance of Employee's duties hereunder or developed as expressly authorized by or for the benefit written consent and permission of the Company, collectively "Trade Secrets"). All Company after full explanation and disclosure of any such Trade Secrets shall be kept strictly confidential proposed use or disclosure by Executive and Executive shall not divulge or communicate the Employee to any other person or entity, during the term of his employment hereunder or at any time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. At the Company's requestEmployee further acknowledges and agrees that all Trade Secrets, Executive agrees to assist the Companyas defined above, in every proper way to obtainwhether now existing or hereafter developed, for its or their own benefit, patents are and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any shall at all times be owned solely and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of exclusively by the Company whether patented and Employee shall have no ownership interest therein or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Executive for the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIArights thereto.

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to Employee agrees that the Company all company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, pricing memoranda, notes, proprietary information, customer listsbusiness information, customer names, financial informationtechnical data, trade secrets, confidential trade knowledge, know-how, unprinted or printed dataways of doing business, and other related intangible property obtained or developed during or prior to the term of this Agreementresearch, belonging torequirements, used by, or developed by or for the benefit of the Company (together with all such Company price supplier lists, pricing information, customer lists, customer namesprospect lists, financial markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secretssecret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential trade knowledgeinformation would also include, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging but not be limited to, used byany materials, information or developed documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), collectively "Trade Secrets")or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. All such Trade Secrets Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be kept strictly confidential the Company’s exclusive property and shall be delivered by Executive and Executive shall not divulge Employee to the Company upon expiration or communicate to any other person or entity, during the term termination of his employment hereunder this Agreement or at any other time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent upon request of the Company. At The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company's request’s business. Employee agrees that in the event of a breach of this Section of the Agreement, Executive agrees to assist the CompanyCompany shall, in every proper way addition to obtaininjunctive relief, for its or their own benefit, patents and registered copyrights be entitled to seek to recover the greater of either: (where applicable1) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents amount of damages awarded to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except a civil action for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or developmentdamages arising from said breach, or (ii2) result from any work performed by liquidated damages in the Executive for amount equal to Employee’s base salary. The Company agrees the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIAhas no proprietary interest in the following information: A. All knowledge that Employee demonstrably possessed before Nov 15, 2005; B. Information within the public domain which was released to the public domain by a person who had the right to make such disclosure without breaching an obligation of confidence.

Confidentiality and Trade Secrets. Executive hereby assigns Employee acknowledges and --------------------------------- transfers to agrees that, in prior meetings with other employees, representatives, officers and directors of the Company all company price listsCompany, pricing informationEmployee has or will, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreementemployment, belonging have access to, used bybecome acquainted with, and/or develop or invent various Trade Secrets and proprietary information consisting of and including without limitation, formulas, processes, plans, charts, concepts, procedures, compilations, lists of data and information, records, specifications, documents, contracts, reports, forms, manuals, names, addresses, and telephone numbers and other information of customers, lenders, investors, or developed identified prospective customers, lenders, or investors (all of the foregoing sometimes collectively referred to as "Trade Secrets") which are owned or have been or subsequently are developed, compiled, organized or invented by the Company, the Employee, or the Company's other employees. Employee, for the benefit of the Company (together with all such Company price listsand as a condition of this Agreement, pricing informationexpressly agrees that Employee shall not disclose any of the Trade Secrets, customer listsdirectly or indirectly; use them in any way; or claim proprietary ownership interest therein, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed either during or prior to after the term of this Agreement, belonging to, used by, Agreement except as required in the performance of Employee's duties hereunder or developed as expressly authorized by or for the benefit written consent and permission of the Company, collectively "Trade Secrets"). All Company after full explanation and disclosure of any such Trade Secrets shall be kept strictly confidential proposed use or disclosure by Executive and Executive shall not divulge or communicate the Employee to any other person or entity, during the term of his employment hereunder or at any time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. At the Company's requestEmployee further acknowledges and agrees that all Trade Secrets, Executive agrees to assist the Companyas defined above, in every proper way to obtainwhether now existing or hereafter developed, for its or their own benefit, patents are and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any shall at all times be owned solely and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of exclusively by the Company whether patented and Employee shall have no ownership interest therein or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Executive for the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIArights thereto.

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to Employee agrees that the Company all company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, pricing memoranda, notes, proprietary information, customer listsbusiness information, customer names, financial informationtechnical data, trade secrets, confidential trade knowledge, know-how, unprinted or printed dataways of doing business, and other related intangible property obtained or developed during or prior to the term of this Agreementresearch, belonging torequirements, used by, or developed by or for the benefit of the Company (together with all such Company price supplier lists, pricing information, customer lists, customer namesprospect lists, financial markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said confidential information may constitute a trade secretssecret and that a violation of this Section VIII may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential trade knowledgeinformation also includes, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging but is not limited to, used byany materials, information or developed documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), collectively "Trade Secrets")or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. All such Trade Secrets Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, or made available to Employee concerning the Company’s business, shall be kept strictly confidential the Company’s exclusive property and shall be delivered by Executive and Executive shall not divulge Employee to the Company upon expiration or communicate to any other person or entity, during the term termination of his employment hereunder this Agreement or at any other time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent upon request of the Company. At The provisions of this Section VIII shall survive the expiration or termination of this Agreement, or any part thereof, without regard to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company's request’s business. Employee agrees that in the event of a breach of this Section VIII, Executive agrees to assist the CompanyCompany shall, in every proper way addition to obtaininjunctive relief, for its or their own benefit, patents and registered copyrights be entitled to seek to recover the greater of either: (where applicable1) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents amount of damages awarded to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except a civil action for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or developmentdamages arising from said breach, or (ii2) result from any work performed liquidated damages in the amount equal to Employee’s then Base Salary. The Company agrees that it has no proprietary interest in the following information: A. All knowledge that Employee demonstrably possessed before January 15, 2007; B. Information within the public domain which was released to the public domain by a person who had the Executive for the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIAright to make such disclosure without breaching an obligation of confidence.

Confidentiality and Trade Secrets. Executive hereby assigns Employee acknowledges and --------------------------------- transfers to agrees that, in prior meetings with other employees, representatives, officers and directors of the Company all company price listsCompanies, pricing informationEmployee has or will, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreementemployment, belonging have access to, used bybecome acquainted with, and/or develop or invent various Trade Secrets and proprietary information consisting of and including, without limitation, formulas, processes, plans, charts, concepts, procedures, compilations, lists of data and information, records, specifications, documents, contracts, reports, forms, manuals, names, addresses, and telephone numbers and other information of customers, lenders, investors, or developed identified prospective customers, lenders, or investors (all of the foregoing sometimes collectively referred to as "Trade Secrets") which are owned or have been or subsequently are developed, compiled, organized or invented by the Companies, the Employee, or the Companies' other employees. Employee, for the benefit of the Company (together with all such Company price listsCompanies and as a condition of this Agreement, pricing informationexpressly agrees that Employee shall not disclose any of the Trade Secrets, customer listsdirectly or indirectly; use them in any way; or claim proprietary ownership interest therein, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed either during or prior to after the term of this Agreement, belonging to, used by, Agreement except as required in the performance of Employee's duties hereunder or developed as expressly authorized by or for the benefit written consent and permission of the Company, collectively "Companies after full explanation and disclosure of any such proposed use or disclosure by the Employee to the Companies. Employee further acknowledges and agrees that all Trade Secrets"). All such Trade Secrets , as defined above, whether now existing or hereafter developed are and shall at all times be kept strictly confidential by Executive owned solely and Executive shall not divulge or communicate to any other person or entity, during the term of his employment hereunder or at any time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. At the Company's request, Executive agrees to assist the Company, in every proper way to obtain, for its or their own benefit, patents and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed exclusively by the Executive for the Company Companies and Employee shall have no ownership interest therein or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIArights thereto.

Confidentiality and Trade Secrets. Executive hereby assigns Employee acknowledges and --------------------------------- transfers to agrees that, in prior meetings with other employees, representatives, officers and directors of the Company all company price listsCompany, pricing informationEmployee has or will, customer lists, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreementemployment, belonging have access to, used bybecome acquainted with, and/or develop or invent various Trade Secrets and proprietary information consisting of and including, without limitation, formulas, processes, plans, charts, concepts, procedures, compilations, lists of data and information, records, specifications, documents, contracts, reports, forms, manuals, names, addresses, and telephone numbers and other information of customers, lenders, investors, or developed identified prospective customers, lenders, or investors (all of the foregoing sometimes collectively referred to as "Trade Secrets") which are owned or have been or subsequently are developed, compiled, organized or invented by the Company, the Employee, or the Company's other employees. Employee, for the benefit of the Company (together with all such Company price listsand as a condition of this Agreement, pricing informationexpressly agrees that Employee shall not disclose any of the Trade Secrets, customer listsdirectly or indirectly; use them in any way; or claim proprietary ownership interest therein, customer names, financial information, trade secrets, confidential trade knowledge, know-how, unprinted or printed data, and other related intangible property obtained or developed either during or prior to after the term of this Agreement, belonging to, used by, Agreement except as required in the performance of Employee's duties hereunder or developed as expressly authorized by or for the benefit written consent and permission of the Company, collectively "Trade Secrets"). All Company after full explanation and disclosure of any such Trade Secrets shall be kept strictly confidential proposed use or disclosure by Executive and Executive shall not divulge or communicate the Employee to any other person or entity, during the term of his employment hereunder or at any time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. At the Company's requestEmployee further acknowledges and agrees that all Trade Secrets, Executive agrees to assist the Companyas defined above, in every proper way to obtain, for its whether now existing or their own benefit, patents hereafter developed are and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any shall at all times be owned solely and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of exclusively by the Company whether patented and Employee shall have no ownership interest therein or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Executive for the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIArights thereto.

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to Employee agrees that the Company all company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, pricing memoranda, notes, proprietary information, customer listsbusiness information, customer names, financial informationtechnical data, trade secrets, confidential trade knowledge, know-how, unprinted or printed dataways of doing business, and other related intangible property obtained or developed during or prior to the term of this Agreementresearch, belonging torequirements, used by, or developed by or for the benefit of the Company (together with all such Company price supplier lists, pricing information, customer lists, customer namesprospect lists, financial markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secretssecret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential trade knowledgeinformation would also include, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging but not be limited to, used byany materials, information or developed documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), collectively "Trade Secrets")or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. All such Trade Secrets Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be kept strictly confidential the Company’s exclusive property and shall be delivered by Executive and Executive shall not divulge Employee to the Company upon expiration or communicate to any other person or entity, during the term termination of his employment hereunder this Agreement or at any other time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent upon request of the Company. At The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company's request’s business. Employee agrees that in the event of a breach of this Section of the Agreement, Executive agrees to assist the CompanyCompany shall, in every proper way addition to obtaininjunctive relief, for its or their own benefit, patents and registered copyrights be entitled to seek to recover the greater of either: (where applicablel) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents amount of damages awarded to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except a civil action for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or developmentdamages arising from said breach, or (ii2) result from any work performed by liquidated damages the Executive for amount equal to Employee’s base salary. The Company agrees the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIAhas no proprietary interest in the following information: A. All knowledge that Employee demonstrably possessed before Nov 15, 2005; B. Information within the public domain which was released to the public domain by a person who had the right to make such disclosure without breaching an obligation of confidence.

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to Employee agrees that the Company all company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, pricing memoranda, notes, proprietary information, customer listsbusiness information, customer names, financial informationtechnical data, trade secrets, confidential trade knowledge, know-how, unprinted or printed dataways of doing business, and other related intangible property obtained or developed during or prior to the term of this Agreementresearch, belonging torequirements, used by, or developed by or for the benefit of the Company (together with all such Company price supplier lists, pricing information, customer lists, customer namesprospect lists, financial markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secretssecret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential trade knowledgeinformation would also include, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging but not be limited to, used byany materials, information or developed documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), collectively "Trade Secrets")or allow any use of by a third party, and confidential information to any person, firm, corporation or other entity. All such Trade Secrets Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be kept strictly confidential the Company’s exclusive property and shall be delivered by Executive and Executive shall not divulge Employee to the Company upon expiration or communicate to any other person or entity, during the term termination of his employment hereunder this Agreement or at any other time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent upon request of the Company. At The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services, he will have access to said confidential information concerning the Company's request’s business. Employee agrees that in the event of a breach of this Section of the Agreement, Executive agrees to assist the CompanyCompany shall, in every proper way addition to obtaininjunctive relief, for its or their own benefit, patents and registered copyrights be entitled to seek to recover the greater of either: (where applicable1) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents amount of damages awarded to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except a civil action for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or developmentdamages arising from said breach, or (ii2) result from any work performed by liquidated damages in the Executive for amount equal to Employee’s base salary. The Company agrees the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIAhas no proprietary interest in the following information: A. All knowledge that Employee demonstrably possessed before July 15, 2005; B. Information within the public domain which was released to the public domain by a person who had the right to make such disclosure without breaching an obligation of confidence.

Confidentiality and Trade Secrets. Executive hereby assigns and --------------------------------- transfers to Employee agrees that the Company all company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, pricing memoranda, notes, proprietary information, customer listsbusiness information, customer names, financial informationtechnical data, trade secrets, confidential trade knowledge, know-how, unprinted or printed dataways of doing business, and other related intangible property obtained or developed during or prior to the term of this Agreementresearch, belonging torequirements, used by, or developed by or for the benefit of the Company (together with all such Company price supplier lists, pricing information, customer lists, customer namesprospect lists, financial markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secretssecret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential trade knowledgeinformation would also include, know-how, unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of this Agreement, belonging but not be limited to, used byany materials, information or developed documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), collectively "Trade Secrets")or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. All such Trade Secrets Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be kept strictly confidential the Company’s exclusive property and shall be delivered by Executive and Executive shall not divulge Employee to the Company upon expiration or communicate to any other person or entity, during the term termination of his employment hereunder this Agreement or at any other time thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent upon request of the Company. At The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company's request’s business. Employee agrees that in the event of a breach of this Section of the Agreement, Executive agrees to assist the CompanyCompany shall, in every proper way addition to obtaininjunctive relief, for its or their own benefit, patents and registered copyrights be entitled to seek to recover the greater of either: (where applicable1) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents amount of damages awarded to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Agreement to the contrary, this paragraph shall not apply to an invention which was developed entirely on the Executive's own time without using the Company's equipment, supplies, facilities or trade secret information except a civil action for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business or actual or demonstrably anticipated research or developmentdamages arising from said breach, or (ii2) result from any work performed by liquidated damages in the Executive for amount equal to Employee’s base salary. The Company agrees the Company or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIAhas no proprietary interest in the following information: A. All knowledge that Employee demonstrably possessed before Nov 15, 2006; B. Information within the public domain which was released to the public domain by a person who had the right to make such disclosure without breaching an obligation of confidence.